The boards of directors of Anglo American Platinum, a 79.9% held
subsidiary of Anglo American plc, Atlatsa and Atlatsa Holdings
(Proprietary) Ltd (formerly known as Pelawan Investments, the
controlling Black Economic Empowerment ("BEE") shareholder of Atlatsa)
("Atlatsa Holdings") (collectively "the Parties") are pleased to
announce that they have concluded binding definitive agreements for the
revised restructure, recapitalisation and refinancing of Atlatsa and
the Bokoni group of companies ("Bokoni Group") (the "Revised
Restructure Plan").

2. Background

On 2 February 2012, the Parties announced that they had entered into a
binding term sheet for the initial phase of the Restructure Plan (the
"Initial Restructure Plan").

In February 2012, the Parties also appointed a new management team at
the Bokoni Platinum Mine ("Bokoni Mine").

During 2012 the new management team at Bokoni Mine, together with the
Parties, undertook a detailed strategic review of all technical,
operational and financing assumptions informing the existing mine
extraction and financing strategy at Bokoni Mine, having regard to both
macro and micro economic factors affecting both the Bokoni Mine, as
well as the PGM industry and its outlook in general (the "2012
Strategic Review").

Based on the results of the 2012 Strategic Review the Parties undertook
to implement the Revised Restructure Plan, comprising a lower-risk
operating and financing plan for Atlatsa and the Bokoni Mine going
forward.

On implementation of the Revised Restructure Plan (as outlined below),
Atlatsa and the Bokoni Group will be well positioned to implement their
business strategy on a more conservative, lower risk and sustainable
basis.

The Revised Restructure Plan retains most of the elements agreed between
the Parties in the Initial Restructure Plan and improves upon the
Initial Restructure Plan as follows:

A new and more conservative operating and financing plan for Bokoni Mine
through to 2020.

A simplification to the equity capital structure (as set out in
paragraph 4.2 below) of Atlatsa which results in:

an equity capital injection into Atlatsa of ZAR 750 million (US$ 88.35
million) by Anglo American Platinum subscribing for 125 million new
common shares in Atlatsa at ZAR 6.00 per share (US$0,71 cpc), the
proceeds of which will be used to further reduce Atlatsa's outstanding
debt;

the unwinding of the historical "B" preference share arrangement, such
that Atlatsa will have one class of common shares going forward; and

an increase in the BEE shareholding in Atlatsa from 51% to 62% (fully
diluted), facilitated by Anglo American Platinum selling 115.8 million
Atlatsa common shares, arising from the unwind of the "B" preference
shares, to Atlatsa Holdings for ZAR 463 million (US$ 54.54 million) on
a vendor financed basis.

An amendment to the debt capital structure and financing terms of
Atlatsa, which results in the following revisions to the existing debt
facility between Atlatsa and Anglo American Platinum:

a 75% reduction in Atlatsa's debt from ZAR 3.28 billion (US$ 386.38
million) to approximately ZAR 833 million (US$ 98.13 million), as at 31
December 2012 (see paragraph 4.2 below);

an increase in the existing debt facility by ZAR 700 million (US$ 82.46
million) made available to Atlatsa to finance its 51% pro rata share of
the planned expansion at Bokoni Mine through to 2020, with a maximum
facility limit of ZAR1.55 billion (US$182.54 million); and

a reduction in Atlatsa's estimated effective cost of borrowing from 13%
to 2% over the debt term period between 2013 to 2020 (see paragraph 4.2
below).

3. Transaction Rationale

The Parties' original intention for the creation of the Bokoni Group,
first announced in 2007 and later modified in 2009, sought to transform
the South African PGM mining landscape by Anglo American Platinum
facilitating the transformation of Atlatsa and the Bokoni Group into a
sustainable, historically disadvantaged South African ("HDSA")
controlled PGM producer.

Based on the outcome of the 2012 Strategic Review, the Parties agreed
that in order to meet the original objectives for the empowerment
transaction, it was necessary to implement the Revised Restructure Plan
in order to place both Atlatsa and the Bokoni Group on a firmer
footing.

In an effort to further reduce unit operating costs, the 2012 Strategic
Review identified certain potential Merensky open cast project
opportunities which, subject to final regulatory approvals, will be
exploited from 2013 onwards. This will allow the Bokoni Mine to meet
its installed processing capacity in the near term with ore from both
open cast and underground mining operations, whilst its underground
mining operations build up from 100,000 tpm (current) to 160,000 tpm
over the next five years.

On successful implementation of the new operating plan the Bokoni Mine
will double its production profile from its existing base of
approximately 115,000 PGM ounces per annum to 250,000 PGM ounces per
annum between 2013 and 2016.

The new operating plan will result in Bokoni Mine becoming a
predominantly Merensky Reef producer, accounting for approximately 70%
of its total estimated production in the medium-term.

The capital cost estimate for the new expansion plan at Bokoni Mine is
ZAR 1.1 billion (US$ 129.58 million) in 2012 money terms. This estimate
includes capital required for the completion of the Brakfontein
Merensky project and the revised Middelpunt Hill UG2 project.

Atlatsa will finance its 51% pro rata share of expansion plans at Bokoni
Mine (estimated at ZAR 561 million (US$ 66.09 million) from internal
cash flows generated at Bokoni Mine, together with its available credit
facilities of ZAR 700 million (US$ 82.46 million) to the extent
required - refer to 4.2 below.

The new operating plan at Bokoni Mine is considered a lower-risk, less
capital intensive and more conservative plan from both an operational
and financing perspective.

4.2Debt and Equity Capital Restructure

Atlatsa will sell its attributable interest in the Eastern section of
the Ga-Phasha project and the entire Boikgantsho
project (comprising an estimated total of 31.4 million PGM undeveloped
Resource ounces) to Anglo American Platinum for a purchase
consideration of ZAR 1.7 billion (US$ 200.26 million) ("the Asset
Sale"). All the proceeds received from the Asset Sale will be utilised
by Atlatsa to reduce existing debt owing to Anglo American Platinum.

Anglo American Platinum will subscribe for 125 million new common shares
in Atlatsa at ZAR 6.00 per share ($0.71), all the proceeds of which
will be used to further reduce existing debt owing to Anglo American
Platinum.

The net effect of the Revised Restructure Plan for Atlatsa is a 75%
reduction in the Company's debt as at 31 December, 2012 through a
series of transactions, summarised as follows:

Description

ZAR

US$

Atlatsa debt balance as at 31 December 2012

3.28 billion

386.70 million

Atlatsa sale of mineral assets, comprising the Eastern section of
Ga-Phasha and the Boikgantsho assets to Anglo American Platinum

(1.7 billion)

(200.26 million)

Anglo American Platinum subscribes for 125 million new common
shares in the Company for an aggregate subscription price of
ZAR 750 million and subscription proceeds are used by Atlatsa
to further reduce its debt

(0.75 billion)

(88.35 million)

Reduced Atlatsa debt balance as at 31 December 2012

0.83 billion

98.13 million

As per the table above, the reduced Atlatsa debt balance owing to Anglo
American Platinum in terms of the existing debt facility will be
approximately ZAR 833 million (US$ 98.13 million) at 31 December 2012.
Anglo American Platinum will make available additional credit of
approximately ZAR 700 million (US$ 82.46 million) up to a facility
limit of ZAR 1.55 billion under the existing facility for Atlatsa to
finance its 51% pro rata share of expansion plans at Bokoni Mine (the
"Debt Facility").

The Debt Facility will be available to Atlatsa for seven years
terminating on 31 December 2020 and will attract a variable interest
rate, with a reduced interest charge during the initial debt profile
term between 2013 - 2015 (comprising the capital intensive phase of the
growth operations at Bokoni Mine) and escalating at an increased rate
depending on the amount owing by Atlatsa under the Debt Facility over
the funding period as set out in the interest rate table below:

Debt balance

2013 (%)

2014 (%)

2015 (%)

2016 (%)

2017 (%)

2018 (%)

2019 (%)

2020 (%)

(up to ZAR1 billion)

zero
interest

zero
interest

JIBAR
minus
5.14

JIBAR
minus
3.11

JIBAR
minus
0.96

JIBAR
plus
1.30

JIBAR
plus
6.19

JIBAR
plus
6.23

(ZAR1 billion to ZAR1.55 billion)

JIBAR
minus
1.25

JIBAR
plus
3.02

JIBAR
plus
2.36

JIBAR
plus
4.39

JIBAR
plus
6.54

JIBAR
plus
6.30

JIBAR
plus
11.19

JIBAR
plus
11.23

The weighted average effective interest rate of the Debt Facility is
estimated to be 2% per annum, thereby reducing Atlatsa's expected cost
of debt by 85% from approximately 13% to approximately 2% through to
2020.

There will be no fixed repayment terms for the Debt Facility through to
31 December 2018. However, Atlatsa will be required to fully repay the
Debt Facility to Anglo American Platinum by 31 December, 2020. There
will be no penalty for early repayment. Atlatsa will be required to
reduce the Debt Facility owing to Anglo American Platinum to an
outstanding balance (including capitalised interest) of:

I. no more than ZAR 1 billion (US$ 117.8 million) as at 31 December
2018;

II. no more than ZAR 500 million (US$ 58.90 million) as at 31
December 2019; and

III. zero as at 31 December 2020.

Atlatsa will be obliged to utilise 90% of its attributable share of free
cash flows generated from Bokoni Mine operations to service the Debt
Facility and 10% of such free cash flow will be available as a "trickle
dividend" in favour of Atlatsa. Atlatsa will not be required to effect
any mandatory refinancing of the Debt Facility during the debt term
through to 2020.

4.3Unwinding the "B" preference share structure

The parties will unwind the "B" preference share structure in Atlatsa,
such that Atlatsa will have only one class of common shares going
forward.

Anglo American Platinum will subsequently sell its 115.8 million common
shares in Atlatsa, arising from the unwind of the "B" preference
shares, to Atlatsa Holdings for ZAR 463 million (US$ 54.54 million)
through a vendor finance loan (the "Vendor Finance Facility"). Pursuant
to such sale, Atlatsa Holdings will increase its shareholding in
Atlatsa from 51% (current) to 62%, thereby creating additional equity
financing flexibility for Atlatsa to raise additional financing through
equity issuances and still maintain a 51% BEE majority shareholding in
the company if required.

There are no fixed repayment terms for the Vendor Finance Facility
through to 31 December, 2018. However, Atlatsa Holdings will be
required to fully repay the Vendor Finance Facility to Anglo American
Platinum by 31 December, 2020. There will be no penalty for early
repayment. Atlatsa Holdings will be required to reduce the Vendor
Finance Facility owing to Anglo American Platinum to an outstanding
balance (including capitalised interest) of:

I. no more than ZAR 232 million (US$ 27.33 million) as at 31
December 2018;

II. no more than ZAR 116 million (US$ 13.66 million) as at 31
December 2019; and

III. zero as at 31 December 2020.

Atlatsa Holdings will provide security to Anglo American Platinum in
relation to the Vendor Finance Facility by way of a pledge and cession
of its entire shareholding in Atlatsa, which shares remain subject to a
lock-in arrangement through to 2020. Should Atlatsa Holdings be unable
to meet its minimum repayment commitments in terms of the Vendor
Finance Facility repayment obligations between 2018 to 2020, Atlatsa
will have a discretionary right, with no obligation, to step in and
remedy such obligation in order to protect its BEE shareholding status,
subject to commercial terms being agreed between Atlatsa Holdings and
Atlatsa for that purpose.

Subsequent to the implementation of the Revised Restructure Plan
Atlatsa's fully diluted shares in issue will increase to 555 million
shares outstanding, with the following resultant shareholding:

Shareholder

# of shares

% of share capital

Atlatsa Holdings (BEE) to be nominally
held in the name of the Pelawan Trust

343 million

61.9%

Anglo American Platinum

125 million

22.6%

Employee, Community Trusts and Public

87 million

15.5%

Total

555 million

100%

4.4Other agreements

The Bokoni Group will extend its existing concentrate purchase agreement
with Anglo American Platinum on the same terms and conditions for a
period of seven years, terminating on 31 December 2020.

Atlatsa will retain its existing option to acquire an ownership interest
in Anglo American Platinum's Polokwane smelter complex on terms agreed
between Rustenburg Platinum Mine and Atlatsa.

5.Conditions precedent

The implementation of the Revised Restructure Plan will be subject, inter alia, to the fulfillment or, where appropriate, waiver of the following
conditions precedent:

Approval by the shareholders of Atlatsa;

All of the agreements constituting the Revised Restructuring Plan
becoming unconditional;

To the extent required, unconditional approval by the Competition
Authorities of South Africa;

To the extent required, unconditional approval by the South African
Reserve Bank; and

Approval of the Revised Restructure Plan by the relevant regulatory
authorities including the TSX Venture Exchange, JSE Limited, NYSE-MKT,
the South African Department of Mineral Resources and ministerial
approval of the transfer of mineral rights.

6. Effective date of the Revised Restructure Plan

The Effective Date of the Revised Restructure Plan is subject to the
fulfilment of the conditions precedent as set out above. Further
information will be provided once the conditions have been fulfilled.

Shareholders are advised that the financial effects of the Revised
Restructure Plan are still being determined and may have a material
effect on the price of Atlatsa securities. Accordingly, shareholders
are advised to continue exercising caution when dealing in Atlatsa
securities until a further announcement is made. A further announcement
will be released on the Securities Exchange News Service, filed on
SEDAR and published in the South African press as soon as the financial
effects have been finalised.

8.Categorisation in terms of JSE Listings Requirements

The Asset Sale constitutes a category 1 disposal to a related party
under the provisions of section 9.5(b) read with section 10 of the
Listings Requirements of the JSE and the subscription of shares by
Anglo American Platinum constitutes a specific issue of shares for cash
under the provisions of section 5 of the Listings Requirements of the
JSE.

9.Information circular to shareholders

An information circular containing full details of the Revised
Restructure Plan and relevant agreements and incorporating a notice of
general meeting of Atlatsa shareholders, will be posted to Atlatsa
shareholders, in due course.

Cautionary and forward-looking information

This document contains "forward-looking statements" that were based on
Atlatsa's expectations, estimates and projections as of the dates as of
which those statements were made, including statements relating to the
Bokoni Group revised restructure plan or operational performance.
Generally, these forward-looking statements can be identified by the
use of forward-looking terminology such as "may", "will", "outlook",
"anticipate", "project", "target", "believe", "estimate", "expect",
"intend", "should" and similar expressions.

Atlatsa believes that such forward-looking statements are based on
material factors and reasonable assumptions, including the following
assumptions: the revised restructure plan completed in a timely manner;
the Bokoni Mine will achieve production levels as set out in the new
operating plan; contracted parties provide goods and/or services on the
agreed timeframes; equipment necessary for construction and development
is available as scheduled and does not incur unforeseen breakdowns; no
material labour slowdowns or strikes are incurred; plant and equipment
functions as specified; geological or financial parameters do not
necessitate future mine plan changes; and no geological or technical
problems occur.

Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the Company's actual
results, level of activity, performance or achievements to be
materially different from those expressed or implied by such
forward-looking statements. These include but are not limited to:

uncertainties related to the receipt of the necessary shareholder, stock
exchange and regulatory approvals and satisfaction of other conditions
to the completion of the revised restructure plan in a timely manner,
if at all;

uncertainties related to the completion of the revised restructure plan
transactions in a timely manner;

uncertainties related to expected production rates, timing of production
and the cash and total costs of production and milling;

operating and technical difficulties in connection with mining
development activities;

changes in general economic conditions, the financial markets and in the
demand and market price for gold, copper and other minerals and
commodities, such as diesel fuel, coal, petroleum coke, steel,
concrete, electricity and other forms of energy, mining equipment, and
fluctuations in exchange rates,

particularly with respect to the value of the U.S. dollar, Canadian
dollar and South African rand;

changes in accounting policies and methods we use to report our
financial condition, including uncertainties associated with critical
accounting assumptions and estimates; environmental issues and
liabilities associated with mining including processing and stock
piling ore;

geopolitical uncertainty and political and economic instability in
countries which we operate; and

labour strikes, work stoppages, or other interruptions to, or
difficulties in, the employment of labour in markets in which we
operate mines, or environmental hazards, industrial accidents or other
events or occurrences, including third party interference that
interrupt the production of minerals in our mines.

For further information on Atlatsa, investors should review the
Company's annual Form 20-F filing with the United States Securities and
Exchange Commission www.sec.gov and annual information form for the year ended December 31, 2012 and
other disclosure documents that are available on SEDAR at www.sedar.com

Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
The NYSE Amex has neither approved nor disapproved the contents of this
press release.